Prime Mining Receives Final Order for Arrangement with Torex

Executive Summary

• The Supreme Court of British Columbia approved the final order for Prime Mining Corp.’s plan of arrangement with Torex Gold Resources Inc.
• Under the arrangement, each Prime share will be exchanged for 0.060 shares of Torex; the transaction is expected to close in Q4 2025 pending regulatory approvals.
• Upon closing, Prime’s shares will be delisted from TSX, OTCQX and Frankfurt exchanges, and the company will apply to cease being a reporting issuer under Canadian securities law.

Key Details

• Court Approval: Final order granted by the Supreme Court of British Columbia confirming the arrangement between Prime Mining Corp. and Torex Gold Resources Inc.
• Share Exchange Ratio: Shareholders receive 0.060 common shares of Torex for each Prime share held.
• Closing Conditions: Subject to all required approvals, including Mexican antitrust clearance, and satisfaction or waiver of any remaining conditions precedent.
• Expected Closing Timeline: Anticipated in the fourth quarter of 2025.
• Delisting Plan: Following closing, Prime’s shares will be removed from the Toronto Stock Exchange, OTCQX, and Frankfurt Stock Exchange.
• Reporting Status: After delisting, Prime will apply to cease being a reporting issuer under Canadian securities regulations.
• Reference Documents: Detailed terms are outlined in Prime’s Management Information Circular dated August 25 2025, available on SEDAR+ and the company website.

Notable Quotes

• Scott Hicks, CEO & Director: “We are pleased to have secured final court approval for our arrangement with Torex, which will deliver value to our shareholders and streamline our corporate structure as we move forward.” (optional)